The X-Men run out of the Senate building and into the back yard. Logan stands on the grassy lawn before the other X-Men, his hands made into fists. The back door is left wide open.

LOGAN: "Listen up, guys. They're on their way out and they'll be here any second. We need to get Rogue and Warren taken out of the fight, but we ain't going to hurt them."

GAMBIT: "Y' don't need t' tell me that twice."

LOGAN: "The other creeps, on the other hand... we have to hit 'em till they drop. If you don't, then they will take you down. And believe me, I'm not gonna let that happen."

Apocalypse walks out and steps aside, as Essex, Autumn, Sage, Archangel, Rogue, Omega Red and Mystique quickly follow him out.

APOCALYPSE: "There they are, my Horsemen. They are a hindrance to my cause! They are not worthy of being spared! Destroy them all!!"

Omega Red grins, as Archangel flies up into the air.

OMEGA RED: "I was hoping you were going to say that."

APOCALYPSE: "Attack!"

Essex, Sage, Autumn, Mystique, Omega Red and Rogue run forward, charging at the X-Men.

LOGAN: "Remember, don't let Rogue or Autumn touch any of you! Let's stop 'em now!"

Logan turns to Piotr, as he reverts to Colossus. Logan smirks.

LOGAN: "Two words, bub."

Colossus nods and grabs Logan by the back of his collar. Colossus spins around and throws Logan forward, sending him flying right at Omega Red with his claws aimed at his chest. LOGAN ROARS with a berserker rage as his claws stab through Omega Red's armor and into his chest, knocking him down. Logan lands on top of Omega Red with an angry scowl, while the other villains charge at the X-Men.

Beast crouches and leaps right at Essex, knocking him to the ground. Rogue removes her gloves and reaches out to Kitty, but she dives at Rogue and phases through her. Rogue stops and turns to Kitty, kicking her leg at Kitty's chest. Rogue's foot phases through Kitty like a ghost and she jumps back, out of Rogue's reach. Kitty becomes solid again and dodges Rogue, while Omega Red's right coil wraps around Logan's waist and it extends forward, sending him flying back. Omega Red's coil throws Logan away and against a tree behind him. Logan falls and hits the floor, while Omega Red stands up.

As Colossus charges at Omega Red and rams his shoulder against him, Gambit rolls away from Famine and gets to his feet. Famine kicks at Gambit, but he ducks under the kick and catches her leg as it comes over him. Gambit pulls her leg and Autumn hits the ground. Autumn turns to Gambit and gets to her feet, while Mystique fights with Lorna in the background.

GAMBIT: "Don't do this, Autumn."

AUTUMN: "I go by Famine now. And you're mine!"

Autumn reaches for Gambit, but he grabs her wrists with his gloved hands, stopping her fingers just from reaching his face. Autumn kicks Gambit on the chest and he lets her go as he staggers back. Autumn kicks at Gambit again, but he blocks the kick and quickly knees her on the gut. Autumn is knocked back and she reaches for Gambit again. Gambit blocks her with his gloved hands and steps back as Autumn moves closer. Autumn reaches for Gambit's face, but he ducks and kicks low, his leg hitting her behind her ankles. The kick knocks Autumn down to the floor.

Meanwhile, Beast backflips as Essex fires an energy blast at him. Essex fires again and it hits Beast on his gut, knocking him to the floor. Red energy glows around Essex's hands, preparing to fire, but an icy mist is fired from nearby and covers over Essex's hands. Essex turns and notices Bobby nearby. Essex sneers and his eyes and hands shine with red energy.

ESSEX: "You foolish young man."

The energy breaks the ice off his hands and Essex fires an energy blast at Bobby. Bobby ducks and barely misses the blast, as Beast leaps forward.

BEAST: "NO!"

Beast kicks his legs forward and his feet hit Essex's chest, knocking him to the floor. Beast lands crouched, as Bobby gets to his feet. Bobby turns and notices Storm dueling with Mystique. Bobby also notices Apocalypse standing by, watching the fight.

BOBBY: "Why isn't that guy fighting?"

ESSEX: "Lord Apocalypse does not need to soil his hands on dealing with specks like you two!"

BEAST: "Says the speck who just knocked you to the ground."

Essex sneers and aims his hands forward, firing one blast at Bobby and one at Beast. Both X-Men are knocked back and they hit the ground.

Nearby, Kitty blocks Rogue's kick to her face and she pushes her foot back. Rogue kicks again, but Kitty leaps back from her reach.

KITTY: "Rogue, don't do this! Let us help you!"

Rogue sneers and lunges for Kitty, reaching for her face. Kitty leaps at Rogue and through her, rolling on the ground. Rogue spins around to Kitty and kicks her across the jaw, knocking her back. Rogue reaches for Kitty, but Carol flies at her and catches Kitty in her arms. Carol flies off with Kitty before Rogue can reach her and Rogue looks up, watching Carol fly down to another part of the back yard.

KITTY: "I have to reach her."

CAROL: "She almost got to you and you would've been drained. Let us handle Rogue."

KITTY: "Then who do I deal with?"

Carol sets Kitty down on the floor, noticing the fights nearby.

CAROL: "I'm sure you can find someone. I've already got a Horseman to get through to myself."

Carol turns and notices Warren hovering high in the air, firing two metal blades down at Beast and Bobby. Beast and Bobby move aside and the blades miss, hitting the ground. Carol flies into the air and flies right at Warren.

CAROL: "Forgive me, Warren."

As Carol reaches Warren, she collides against him and knocks him aside. Warren turns to Carol blankly and sneers at her.

CAROL: 'Warren, stop this!"

Two metal feather-shaped blades emerge from Warren's wings and aim forward at Carol. Warren fires the blades at Carol, but she flies aside and the blades miss.

Nearby, Mystique kicks Storm on her chest and the kick knocks her back. Mystique kicks at her face, but Storm blocks it and punches Mystique across the jaw. Mystique staggers back and Storm punches at her again. Mystique blocks it and jabs Storm on her gut. Storm steps back from the hit and Mystique spins around, kicking her foot across Storm's face. Storm staggers back and Mystique turns to Storm with a grin. Mystique kicks at Storm, but she catches her foot and grabs it tight. Storm's eyes lose their pupils and go completely white.

STORM: "That... was a mistake."

Storm punches Mystique across the jaw and it knocks her back. Storm then shoves her hand forward, palm out, at Mystique's chest. As Storm's hand hits Mystique, a blast of lightning fires from her fingertips and hits Mystique. MYSTIQUE SCREAMS as the blast sends her flying back. Nearby, Essex ducks from Bobby's ice blast and stands up. Essex prepares to fire an energy blast at him, when Mystique collides against him and they hit the ground.

Elsewhere, Omega Red already has his left coil wrapped around Colossus's waist and white energy flows from the coil into Colossus. Colossus strains, as Omega Red's coil pulls him towards him slowly.

OMEGA RED: "You really think that a child such as you could really prove a match for my power?"

COLOSSUS: (grunts) "Let us see, comrade."

Colossus grabs the coil and pulls Omega Red to him. When he is close enough, Colossus head-butts Omega Red and the hit knocks him back. Omega Red hits the floor and his coil releases Colossus. Omega Red stands up and lashes his coil at Colossus. Colossus dodges the coil and charges at Omega Red. He delivers an uppercut to Omega Red's jaw and the hit knocks him back. Omega Red regains his balance and ducks, barely dodging Colossus's right hook to his jaw. Omega Red's coil wraps around Colossus's ankles and pulls, tripping him. As Colossus hits the ground, the sound of a SNIKT rings from behind and Logan leaps at Omega Red from behind. His claws dig into Omega Red's shoulder blades and knocks him forward, making his coil release Colossus. OMEGA RED GRUNTS from the hit. Logan gets off of Omega Red, as his coils reach back and try to grab him. Logan kicks Omega Red on his lower back and knocks him forward. Colossus gets to his feet and turns to Logan.

LOGAN: "Go on, kid. I've got him."

OMEGA RED: "Do not make me laugh, Logan. You never could stop me alone!"

LOGAN: "That was then, bub. This time's different."

OMEGA RED: "We will see."

Omega Red lashes his coils at Logan, but he dodges them and leaps at Omega Red, delivering a kick to his chest. Omega Red is knocked back and against the wall of the Senate building.

COLOSSUS: "Wolverine, I can help you."

LOGAN: "You can... by helping them! Go on!"

Colossus turns and notices the others already in battle. Gambit continues to fight Famine, while Sage fights Lorna and Mystique resumes her fight with Storm. Colossus turns to Logan, as he fights with Omega Red, and he runs off to the back yard to the fights in progress.

Sage, meanwhile, blocks Lorna's kick and then delivers a punch to her jaw. Lorna staggers back and punches at Sage, but she blocks it. Sage smiles, as she blocks Lorna's uppercut. Sage delivers a punch to Lorna's jaw and then kicks her on her gut. Lorna falls to the ground and lands on her back. Lorna flinches and Sage stomps her foot down at her face. Lorna rolls aside and barely misses Sage's foot. Lorna gets up and punches at Sage again and again. Sage blocks each punch and kicks Lorna on her gut. Lorna staggers back and Sage delivers a punch across her jaw. Lorna is knocked back, but she regains her balance. Sage punches at her, but Lorna blocks it and delivers a punch to her jaw. Sage catches her fist and she stops Lorna's punch.

SAGE: "Nice try. I'm a telepath. I can read your mind and know what move you'll use against me."

Sage delivers a punch to Lorna's jaw and she staggers back.

LORNA: (grunts) "Then why don't you use it to knock us all out or something?"

SAGE: "Apocalypse wants us to have fun with you first before we kill you. Who am I to disobey him?"

Sage pauses and turns around, just as Bobby fires an icy mist at her. The mist freezes over her arms, pinning them together.

BOBBY: "I saw you were having problems landing a punch. Try it now."

Sage turns back to Lorna and she delivers a haymaker to Sage's jaw. Sage is knocked back and she hits the ground.

LORNA: "Thanks, Bobby. Problem solved."

Lorna looks up and notices Warren flying after Carol, firing feather-shaped blades from his wings at her. Carol dodges the blasts and tries to lose Warren, but can't.

LORNA: "Keep an eye on the lady for me. I need to help Miss Marvel out."

Lorna hovers in the air and holds up her hands. Warren fires two more feathered blades at Carol, but Lorna stops them from reaching her with her magnetic powers. Warren stops flying after Carol and hovers in the air, turning to face Lorna.

Warren stiffens and tenses, as his wings suddenly stop moving. Lorna lowers her hands and slowly lowers Warren down from the air. Carol stops flying and turns to Lorna.

LORNA: "Go on and help the others! I'll keep Warren out of the fight!"

Carol nods and flies down, as Lorna hovers down to the ground.

Nearby, Autumn somersaults and barely dodges Gambit's thrown energized card. The poker card hits a nearby tree and explodes, making a hole the size of a baseball in it. Autumn somersaults away again, as Gambit throws an energized poker card at Autumn again.

The card misses and hits the wall of another building several feet behind Autumn. The card explodes and makes a small hole in the wall. Autumn lands on her feet and Gambit holds up two poker cards in each hand, charging them with red energy. Gambit's eyes glow red and he smiles at Autumn.

GAMBIT: "Sorry, girl, but losing is not my style."

Autumn smiles and Gambit looks puzzled. He turns around and sees Rogue grab at his face. Gambit ducks and rolls back from her, dropping his poker cards doing so. Gambit gets to one knee and looks at Rogue in concern.

GAMBIT: "Come on, cherie! Snap out of it! You know I don't wanna fight you!"

Rogue sneers and reaches for Gambit. Gambit grabs her wrists and stops her. Rogue leans forward and tries to kiss Gambit. Gambit pulls back, struggling to keep Rogue back.

GAMBIT: "Mercy, girl. This maybe th' only time I'm resisting trying t' kiss you."

Gambit turns and shoves Rogue aside. Rogue stands next to Autumn, as Gambit steps back and holds up two poker cards in his hand.

GAMBIT: "I don't want t' hurt you."

Rogue steps forward to Gambit, but stops and looks at him a moment. Gambit looks at Rogue, puzzled, and then he smiles.

GAMBIT: "You can't hurt me, can you? You must be starting to fight it, aren't you?"

ESSEX: "Actually, she's distracting you."

Gambit turns around and is hit on the chest by a red energy blast. Gambit falls and hits the ground before Famine and Rogue, as Essex stands nearby and holds up his hands as they glow with red energy.

ESSEX: "That did the trick quite nicely. Finish off the swamp rat, Death, and then let's finish the rest of these X-Men off."

Rogue nods and reaches down to touch Gambit. A blast of icy mist rushes over her hands and freezes them together in a chunk of ice. Rogue steps back, flinching, and Autumn turns around. Bobby backhands Autumn across the jaw and she falls to the floor. Essex holds up his hands, but Bobby holds his hands up first and fires a quick blast of icy mist at Essex. The blast shoves Essex backwards and he hits the floor, as Gambit gets to his feet.

GAMBIT: "Look out!"

Bobby turns and sees Rogue punch him across the jaw with her icy hands. Bobby falls to the floor, unconscious, and Rogue looks over at the tree nearby. Rogue runs to the tree and slams her frozen hands against it, trying to break the ice off her hands. Autumn rubs her chin and stands up, just as Gambit leaps at her. Gambit kicks Autumn on the face and the kick knocks her down, rendering Autumn unconscious. Gambit turns to Rogue, as she still slams her hands against the tree. The ice starts to crack as she bashes it against the tree.

GAMBIT: "Stop!"

Rogue shivers and sneers, as she slams the block of ice against the tree one last time. The impact breaks the ice off of Rogue's hands and she quickly rubs them, trying to shake off the cold. Gambit runs over to Rogue, but Essex gets up and fires an energy blast at him. The energy beam hits Gambit's side and shoves him to the floor, landing stunned next to Bobby. Gambit rolls onto his side and tries to get up, but falls to the ground. Essex walks to Gambit and stands before him.

ESSEX: "End of the line, Cajun."

Carol flies at Essex from behind and she delivers a punch to his back, knocking him over Gambit. Essex falls and hits the ground, stunned.

CAROL: "Back off!"

Carol turns and offers her hand down to Gambit.

ESSEX: "Grab her, Death!"

GAMBIT: (snaps) "No!!! Look out!!!"

Carol turns around and Rogue leaps onto her back, holding onto her. Carol tries to shake Rogue off, as Rogue's bare hands grab her neck and face. Carol tenses and starts CHOKING as Rogue starts to hover off the ground, flying overhead. Gambit gets to his feet, but Essex approaches from behind and kicks Gambit aside. Essex looks up and smiles at Rogue, as she hovers higher and higher in the air. Gambit pulls three poker cards out of his trench coat and turns to Essex.

ESSEX: "Yes."

GAMBIT: "NO!!!"

Gambit tosses the three energized poker cards and they hit Essex on his chest and ribs. The cards explode and shove Essex backwards, sending him falling to the floor. Gambit turns and notices Lorna keeping Warren pinned down.

GAMBIT: (yells) "LORNA, HELP HER!"

Lorna turns and looks up, noticing Rogue with Carol.

LORNA: "Oh, God."

Lorna hovers in the air and flies over to their direction, noticing Rogue looking equally drained. Warren lets out an evil grin, as the magnetic hold over his wings disappears. Warren tries to fly into the air, when Beast grabs his arms from behind.

BEAST: "No, Warren! Don't!!"

Beast stops and looks up, noticing Carol convulsing as Rogue flies above a nearby office building.

BEAST: "Oh, my stars and garters."

Carol shakes in Rogue's grip, as Rogue strains to keep hovering. Rogue is also CHOKING and she GASPS for air. Carol is weakly GASPING for air, the contact between her and Rogue growing too intense for either to handle. Rogue stiffens and hovers in the air, tears forming in her widened eyes, while Carol passes out. Rogue lets out incessant, weak GASPS, trying to keep floating in the air. Lorna flies to Rogue and Carol, just as Rogue's eyes roll back in her head. Rogue collapses with Carol and they fall out of the sky.

LORNA: (yells) "NOOOOOOOO!!!"

Nearby, Storm kicks Mystique on her chest and knocks her to the ground. Storm turns and sees Rogue and Carol quickly plummet to the building. Both women smash through the rooftop and land inside. Storm looks on in shock.

STORM: (whispers) "By the Goddess."

Gambit looks on in shock at the office building ahead.

GAMBIT: (yells) "ROGUE! NO!!!"

Gambit starts to run forward, but Essex fires an energy blast at his back and the hit knocks Gambit forward to the ground. Gambit hits the grassy ground, dazed.


Inside the board room of the office building, Rogue lies unconscious on the ground of the empty room, landing between the broken halves of a table she landed on. The clock on the wall reads 7:25. ROGUE MOANS in pain, but doesn't awaken. Carol lies on the ground next to her, lying on her side. Carol is now deathly pale and barely breathing.